Billing Agreement Template

Billing Agreement Template

This Billing Agreement (“Agreement”) is entered into as of [Effective Date] by and between:

Service Provider / Vendor
[Provider Legal Name]
[Entity Type, e.g., “Limited Liability Company”]
[Registered Address]
[City, State/Province, ZIP/Postal Code, Country]
Email: [Provider Contact Email]
Phone: [Provider Contact Phone]

Customer / Client
[Customer Legal Name]
[Entity Type or “Individual”]
[Billing Address]
[City, State/Province, ZIP/Postal Code, Country]
Email: [Customer Contact Email]
Phone: [Customer Contact Phone]

Provider and Customer are each a “Party” and together the “Parties.”

1. Purpose and Scope

This Agreement sets out the terms under which Provider will invoice and bill Customer for the products and/or services described in this Agreement and any attached schedule or order form.

Services / Products Covered:
[Short description of services/products, e.g., “subscription to [Service Name],” “monthly maintenance,” “usage-based SaaS,” etc.]

Additional details may be set out in Schedule A – Services and Pricing, which is incorporated into this Agreement.

2. Fees and Pricing

2.1 Fee Structure.
Customer agrees to pay the following fees:

• Recurring fees: [Amount and currency, e.g., “[USD 500] per month”].

• Usage-based or variable fees (if any): [Description of unit price, e.g., “per active user / per GB / per hour”].

• One-time setup or onboarding fees (if any): [Amount and description].

2.2 Changes to Fees.
Provider may update fees after giving Customer at least [Number] days’ prior written notice. If Customer does not agree to the updated fees, Customer may terminate the Agreement under Section 10 before the changes take effect.

3. Billing Cycle and Invoicing

3.1 Billing Frequency.
Provider shall bill Customer as follows:

• [Monthly / Quarterly / Annually / Per project / Per usage period].

• Billing period start date: [Date or rule, e.g., “first day of each month”].

3.2 Invoices.
Provider will send invoices to Customer by [email / online portal / other method] to: [Billing email or portal details].

3.3 Invoice Details.
Each invoice will show at least:

• Billing period;

• Description of charges;

• Taxes (if applicable);

• Total amount due;

• Payment due date; and

• Payment instructions.

4. Payment Terms

4.1 Payment Due Date.
Unless otherwise stated on the invoice, all amounts are due within [Number] days from the invoice date (“Due Date”).

4.2 Payment Methods.
Customer shall pay invoices by [bank transfer / credit or debit card / ACH / direct debit / other].

4.3 Currency.
All amounts shall be paid in [Currency]. If Customer pays in a different currency, any conversion or bank charges are the responsibility of Customer.

5. Payment Authorization and Recurring Charges (If Applicable)

5.1 Authorization.
If Customer provides a payment card, bank account, or other recurring payment method, Customer authorizes Provider to automatically charge that method for:

• Recurring subscription or service fees; and

• Any usage-based or variable fees for the applicable billing period.

5.2 Updates to Payment Method.
Customer shall keep payment method details current and promptly update any expired, cancelled, or replaced card or account information.

5.3 Receipts.
Provider will provide a receipt or invoice confirmation for each successful automatic charge, sent to [Billing email address].

6. Late or Failed Payments

6.1 Late Payments.
If any amount is not paid by the Due Date, Provider may:

• Charge a late fee of [Late Fee Amount or Percentage] (to the extent permitted by law); and/or

• Charge interest on the overdue balance at [Interest Rate]% per year (or the maximum rate permitted by law), calculated from the Due Date until payment is received.

6.2 Failed or Reversed Payments.
If a payment is declined, reversed, or returned, Customer shall:

• Remain responsible for the unpaid amount; and

• Reimburse Provider for any reasonable bank or processing fees associated with the failed transaction.

6.3 Suspension for Non-Payment.
If any invoice remains unpaid for more than [Number] days after the Due Date, Provider may suspend access to the services or refuse further delivery of products until all overdue amounts are paid, after giving Customer prior notice where practicable.

7. Disputed Charges

7.1 Notice of Dispute.
If Customer believes an invoice is incorrect, Customer shall notify Provider in writing at [Dispute Email Address] within [Number] days of the invoice date, identifying the disputed amount and the reason for the dispute.

7.2 Payment of Undisputed Amounts.
Customer shall pay all undisputed portions of the invoice by the Due Date.

7.3 Resolution.
The Parties shall use reasonable efforts to resolve any billing dispute in good faith within [Number] days after Provider receives notice of the dispute. Any adjustments or credits, if agreed or required, will be reflected in a subsequent invoice or credit note.

8. Taxes and Other Charges

8.1 Taxes.
Unless expressly stated otherwise, all prices are [exclusive / inclusive] of applicable taxes. Customer is responsible for any sales, value-added, or similar taxes arising from this Agreement, except taxes based on Provider’s income.

8.2 Withholding.
If Customer is required by law to withhold any tax from payments to Provider, Customer shall:

• Withhold only the minimum amount required; and

• Provide Provider with official documentation showing the amount withheld.

9. Changes to Services or Billing Terms

9.1 Service Changes.
If Customer requests changes to the services that affect pricing or billing, the Parties shall agree in writing on any updated fees or billing terms before such changes take effect.

9.2 Notice of Material Billing Changes.
Provider will give at least [Number] days’ prior written notice of any material changes to billing practices, such as shifting from post-paid to pre-paid or changing billing frequency.

10. Term and Termination

10.1 Term.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

10.2 Termination for Convenience.
Either Party may terminate this Agreement for any reason by giving [Number] days’ prior written notice to the other Party.

10.3 Termination for Cause.
Either Party may terminate this Agreement immediately by written notice if the other Party materially breaches this Agreement and does not cure the breach within [Number] days after receiving written notice of the breach.

10.4 Effect of Termination.
Upon termination:

• Provider may issue a final invoice for any outstanding fees up to the termination date;

• Customer shall pay all undisputed amounts due under this Agreement; and

• Any prepaid but unused amounts shall be handled according to [policy, e.g., “non-refundable” / “prorated refund”].

11. Confidentiality and Data (Optional)

11.1 Billing Data.
Provider may use billing-related information (such as contact details and payment data) solely to administer invoices, process payments, and comply with legal or regulatory requirements.

11.2 Confidential Information.
Any non-public information disclosed by one Party to the other in connection with billing and payments shall be treated as confidential and used only as necessary to perform this Agreement.

12. Limitation of Liability

To the extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, or consequential damages arising out of or related to this Agreement.

Provider’s total aggregate liability for claims arising from or related to this Agreement shall not exceed the total fees actually paid by Customer to Provider under this Agreement during the [Number]-month period immediately preceding the event giving rise to the claim, unless applicable law requires a different limit.

13. Governing Law and Dispute Resolution

13.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of [State/Province, Country], without regard to conflict-of-law rules.

13.2 Dispute Resolution.
The Parties shall first attempt in good faith to resolve any dispute related to this Agreement through informal discussions. If no resolution is reached within [Number] days, either Party may pursue [mediation / arbitration / court proceedings] in [City, State/Province, Country].

14. Miscellaneous

14.1 Entire Agreement.
This Agreement, together with any schedules or order forms, is the entire agreement between the Parties regarding billing for the services and supersedes all prior understandings on this subject.

14.2 Amendments.
Any amendment to this Agreement must be in writing and signed (including electronically) by both Parties.

14.3 Assignment.
Customer may not assign this Agreement without Provider’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Provider may assign this Agreement to an affiliate or successor on notice to Customer.

14.4 Notices.
Formal notices under this Agreement shall be sent to the addresses listed at the beginning of this Agreement (or any updated address provided in writing) by mail, courier, or email with confirmation.

14.5 Severability.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. Signatures

IN WITNESS WHEREOF, the Parties have executed this Billing Agreement as of the Effective Date.

Service Provider / Vendor

Signature: _______________________________
Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date]

Customer / Client

Signature: _______________________________
Name: [Authorized Signatory Name]
Title: [Title, if applicable]
Date: [Date]